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Commitments and Contingencies
9 Months Ended
Dec. 31, 2019
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 9 – Commitments and Contingencies

Commitments and Guarantees

We have entered into certain commitments and guarantees for which the maximum unfunded amounts are summarized in the table below:

 

 

December 31,

 

 

March 31,

 

 

 

2019

 

 

2019

 

Commitments:

 

 

 

 

 

 

 

 

Credit facilities commitments with dealers

 

$

1,509

 

 

$

1,378

 

Commitments under operating lease agreements

 

 

116

 

 

 

144

 

Total commitments

 

 

1,625

 

 

 

1,522

 

Guarantees of affiliate pollution control and solid waste disposal bonds

 

 

100

 

 

 

100

 

Total commitments and guarantees

 

$

1,725

 

 

$

1,622

 

 

Wholesale financing is not considered to be a contractual commitment as the arrangements are not binding arrangements under which TMCC is required to perform.

 

Lease Commitments

We have a lease agreement through August 2032, with TMNA for our headquarters facility in Plano, Texas.  Total operating lease expense, including payments to affiliates, was $27 million for the nine months ended December 31, 2019.  Commitments under operating lease agreements in the table above include $77 million and $97 million for facility leases with affiliates at December 31, 2019 and March 31, 2019, respectively.

Our remaining operating lease portfolio consists primarily of real estate leases. Lease terms may contain renewal and extension options or early termination features. Generally, these options do not impact the lease term because TMCC is not reasonably certain that it will exercise the options. These lease agreements do not impose restrictions on our ability to pay dividends, engage in debt or equity financing transactions or enter into further lease agreements, nor do they have residual value guarantees. We exclude from our Consolidated Balance Sheets leases with a term equal to one year or less and do not separate non-lease components from our real estate leases.

Our commitments under operating lease agreements are summarized below:

 

 

 

 

 

 

 

 

 

Years ending March 31,

 

Amounts due on operating lease liabilities as of  December 31, 2019

 

 

Future minimum lease payments as of  March 31, 2019

 

2020 1

 

$

5

 

 

$

22

 

2021

 

 

20

 

 

 

19

 

2022

 

 

22

 

 

 

20

 

2023

 

 

14

 

 

 

12

 

2024

 

 

11

 

 

 

10

 

Thereafter

 

 

63

 

 

 

61

 

Total

 

$

135

 

 

$

144

 

Present value discount

 

 

(19

)

 

 

 

 

Total operating lease liability

 

$

116

 

 

 

 

 

1 Amounts due on operating lease liabilities as of December 31, 2019 excludes the amounts incurred for the nine months ended December 31, 2019.

Operating lease liabilities and ROU assets are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term.  As the interest rate implicit in the lease contract is typically not readily determinable, we utilize our incremental borrowing rate at the lease commencement date and for the duration of the lease term.


Note 9 – Commitments and Contingencies (Continued)

The following table provides additional information related to operating lease agreements for which we are the lessee:

 

 

 

December 31,

 

 

 

2019

 

ROU assets

 

$

110

 

Lease liabilities

 

$

116

 

Weighted average remaining lease term (in years)

 

9.39

 

Weighted average discount rate

 

3.09%

 

 

Commitments

We provide fixed and variable rate working capital loans, revolving lines of credit, and real estate financing to dealers and various multi-franchise organizations referred to as dealer groups for facilities construction and refurbishment, working capital requirements, real estate purchases, business acquisitions and other general business purposes.  These loans are typically secured with liens on real estate, vehicle inventory, and/or other dealership assets, as appropriate, and may be guaranteed by individual or corporate guarantees of affiliated dealers, dealer groups, or dealer principals.  Although the loans are typically collateralized or guaranteed, the value of the underlying collateral or guarantees may not be sufficient to cover our exposure under such agreements.  Our pricing reflects market conditions, the competitive environment, the level of support dealers provide our retail, lease and insurance business and the credit worthiness of each dealer.  Amounts drawn under these facilities are reviewed for collectability on a quarterly basis, in conjunction with our evaluation of the allowance for credit losses.  We have also extended credit facilities to affiliates as described in Note 12 – Related Party Transactions in our fiscal 2019 Form 10-K.

Guarantees and Other Contingencies

TMCC has guaranteed bond obligations totaling $100 million in principal that were issued by Putnam County, West Virginia and Gibson County, Indiana to finance the construction of pollution control facilities at manufacturing plants of certain TMCC affiliates.  The bonds mature in the following fiscal years ending March 31: 2028 - $20 million; 2029 - $50 million; 2030 - $10 million; 2031 - $10 million; and 2032 - $10 million.  TMCC would be required to perform under the guarantees in the event of non-payment on the bonds and other related obligations.  TMCC is entitled to reimbursement by the applicable affiliates for any amounts paid.  TMCC receives a nominal annual fee for guaranteeing such payments.  TMCC has not been required to perform under any of these affiliate bond guarantees as of December 31, 2019 and March 31, 2019.

 

Indemnification

In the ordinary course of business, we enter into agreements containing indemnification provisions standard in the industry related to several types of transactions, including, but not limited to, debt funding, derivatives, securitization transactions, and our vendor and supplier agreements.  Performance under these indemnities would occur upon a breach of the representations, warranties or covenants made or given, or a third party claim. In addition, we have agreed in certain debt and derivative issuances, and subject to certain exceptions, to gross-up payments due to third parties in the event that withholding tax is imposed on such payments.  In addition, certain of our funding arrangements may require us to pay lenders for increased costs due to certain changes in laws or regulations.  Due to the difficulty in predicting events which could cause a breach of the indemnification provisions or trigger a gross-up or other payment obligation, we are not able to estimate our maximum exposure to future payments that could result from claims made under such provisions.  We have not made any material payments in the past as a result of these provisions, and as of December 31, 2019, we determined that it is not probable that we will be required to make any material payments in the future.  As of December 31, 2019 and March 31, 2019, no amounts have been recorded under these indemnification provisions.


Note 9 – Commitments and Contingencies (Continued)

Litigation and Governmental Proceedings

Various legal actions, governmental proceedings and other claims are pending or may be instituted or asserted in the future against us with respect to matters arising in the ordinary course of business.  Certain of these actions are or purport to be class action suits, seeking sizeable damages and/or changes in our business operations, policies and practices.  Certain of these actions are similar to suits that have been filed against other financial institutions and captive finance companies.  In addition, we are subject to governmental and regulatory examinations, information-gathering requests, and investigations from time to time at the state and federal levels.  It is inherently difficult to predict the course of such legal actions and governmental inquiries.  

We perform periodic reviews of pending claims and actions to determine the probability of adverse verdicts and resulting amounts of liability.  We establish accruals for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated.  When we are able, we also determine estimates of reasonably possible loss or range of loss, whether in excess of any related accrued liability or where there is no accrued liability.  Given the inherent uncertainty associated with legal matters, the actual costs of resolving legal claims and associated costs of defense may be substantially higher or lower than the amounts for which accruals have been established.  Based on available information and established accruals, we do not believe it is reasonably possible that the results of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial condition or results of operations.